Marvel Avengers Superior to us 2
by deltakid4
Summary: it's been five years since the fall of the Regime, and Captain America along with shield has been putting the world back together. But once an old enemy returns from beyond the stars the Heroes must all unite in order to take this foe down once and for all. * Warning Charater deaths


**Hey, everyone, I apologize for taking so long to upload this story you guys know how crazy life can get. Remember everyone to give full credit to BrenRome, the original creator of this concept. Without his okay, this wouldn't be possible. So, give him a shout out and a round of applause. Without further ado let's get this story rolling.**

"Greetings once again I am the watcher. I've gazed at many different renditions of your world from its humble begins to its logical conclusion. Now, view an alternate world out of sync with your own with a future that may or may not come to pass. Five years have passed since the fall of Spiderman's one earth regime. Captain America and his allies work to restore the pieces of society, however, a new faction composed of villains emerges and plans for world domination. During this chaos, an old enemy returns to with the intent of ushering in a new age..."

-Uatu the watcher, designated Watcher of Earth.

Planet Fall

Air force pilot turned superheroine Colonel Carol Susan Jane Danvers never thought she would be the one behind bars. After her humiliating defeat at the hands of her duplicate, Carol was handed over to the Kree empire. For her crimes against earth and Hala, she was sentenced to life in prison. The Accusers believed that death was too good for someone like her, prolonged suffering seemed adequate. She was contained in a photon dampening cell, which negates carol body from absorbing any source of energy.

Her bright yellow jumpsuit was a constant reminder of her situation. Unkempt blonde locks obscured her once round face. Carol cursed her condition for what had to be the millionth time as she rubbed the bumps on her chin.

She was on the right side of history. They brought order and safety to a chaotic world. Civil liberties were trampled on but it was done in the name of the greater good. Carol winced as the memory of Peter's face bubbled back to the fore front of her mind. God, what are they doing to you Pete, she thought.

Carol closed her eyes and sighed letting her mind drift as she contemplated her fate. It was only a matter of time before her jailers return to torment her. For days on end, Carol would be ridiculed for her skrull like appearance. Some guards would call her names like knife ears or abomination. If this wasn't hell then she doesn't know what is.

Suddenly everything went dark. The once lit room was now void of all light. Silence replaced the buzzing sound of the photon dampener. This was a puzzling scenario for the blonde. For five years straight the generation was maintained with the utmost care. In any event that it was disabled a backup power would kick in. But for some reason, it hasn't occurred. This can't be coincident she thought.

With the power down, she would get her powers were slowly coming back to her. Something didn't sit right with Carol. This could be an elaborate trap set by the accusers, another moment for them to break her will. She shook her head, trying to get that thought out of her mind. This was her moment it was either now or never. Carol looked at her hand and makes a fist. Then she hit the cell door with enough force that it cracked the glass and makes a hole. After a few more hits she could spot her freedom just on the other side. She cocked her fist back one last time and delivered another punch this time shattering it. She leaps out of her cell, landing on the walk way that separated her from the guards.

With enough energy coursing through her Carol ripped the door off its hinges with her bare hands, tossing it aside like garbage. Bursting into the smoke-filled hallway, she encountered a desperate security guard trying to make it to safety. Soot blackened his natural blue face.

Without hesitation, she tackled him into the nearest wall. The force was enough to slightly dent the metallic surface.

"Where's my stuff?" she asked.

"What," he muttered in confusion.

"The stuff where's my gear?!" Carol raised her voice. The stuff you took away from me!"

"I. I can't"

Without another word, she slugged him in the stomach, allowing the kree to yelp in pain. Although not a fan of interrogation Carol doesn't mind using it on non-human creatures especially his kind.

"Item storage, on the lower floor," said the injured guard." Now can- "

before he could utter his next words a blast of energy pierced through his abdomen. The kree gasped his last breath before he clasped onto the ground.

An explosion knocked out some of the lights, plunging the hallway in partial darkness. She traversed the smoky blackness, following the foreign sighs. Thanks to her extensive knowledge of the kree language she could navigate through the facility with relative ease.

When she finally made it to the storage, Carol encountered a squad of security officers. Once they made eye contact with her they drew their weapons. Carol through her fist up, ready for a fight.

Then the ceiling collapsed upon itself as something sliced through the roof with minimal resistance. Chunks of debris rained down upon everyone inside. Guards alike screamed in pure panic as a hole was ripped into the side of the facility.

At first glance, the object in question looked like a meteorite. However, it's boulder like design quickly shifted into a more humanoid shape. Colored silver and gray with a menacing jack o lantern inspired face. Its red optics began scanning the narrow hallway.

The kree officers began opening fire on the machination. A volley of laser fire connected with the metallic drone. To everyone's surprise, the lasers did little to no damage to the automation. Then without a moment's notice the machine ran straight at the guards. Its mechanical limbs carried it across the terrace at astonishing speed. Recognizing that it's come straight for them they panicked and fired frantically at it. Once it got in close it sprang on top of them and proceed to tear them apart limb by limb.

Carol felt relieved when the robot went after them. She watched as it slaughtered them, unfortunate for the officers. Just then, the robot turned its attention towards Carol. She was calm as the drone descends upon her. Carol lifted her arm and shot out an energy blast, decapitating it with ease.

Without any more interruptions Carol approached the storage room door, unfortunately for her, it was locked. Not willing to deal with the bullcrap. Carol took two steps back away from the door. She aimed both her hands at the door. Then fired a full concussive blast at the door, punching a big enough hole for herself to walk through.

After about a minute of searching, she found her skrull uniform outfit. Although it felt a little tight around the edges Carol refused to ware kree clothing. Now decked out she struts back out the room. As she stood in the hallway something caught her attention. One of the surviving kree officers was trapped under chunks of debris. He screamed for help at the top of his lungs.

In an instant Carol made her decision, she took off through the hole in the ceiling. She wasn't sympathetic towards the kree`s plight, not after being imprisoned for half a decade. Though Carol didn't want to show it, she was enjoying the show quite a bit.

Once she floated in Kree-lar`s skyline Carol saw what was occurring. Countless of those things began crashing onto the planet. The cybernetic life forms marched through the city, slaughtering any kree they encountered. It was like a scene from summer blockbuster movie. Then her attention was stolen, as a colossal skull shaped ship descends from above. On both sides of the ship were four tentacles. Carol continued to stare. That vessel was no doubt the source of all this. As she gazed upon the ship, she recognized the features on it only one word terrifying word came to mind, Ultron.

The meteors continued to rain down from the sky, colliding into all structures in their path. A colossal monument of some historical kree figure was reduced to chunks of debris. A young blue skinned girl took refuge behind the shattered remains. She peeked around the corner to see pedestrians running in a state of panic. Their screams alone sent shivers down her spine. When it was clear she dashed down the destroyed street, passing by small fires and a couple of corpses along the way. More meteors crashed into the city, one fell a couple meters in front of her. Without warning, she hid behind the fractured remains of a wall. She closed her eyes and decreased her panting.

What emerged from the smoke were three drones. Bright red rays of light beamed out their optics like search lights. Unfortunately for her, they detected her present almost instantly. The automatons began making their way towards her location, she could hear their foot step growing louder. As one approached her location it is shot in the arm. Although the attack only grazed the unit, it attention shifted toward its assailant.

A squad of kree peacekeepers armed with standard small arms opened fire on the units. Their shots made contact but were not enough to damage them. The drones charged at the peacekeepers, one unit back hands a kree sending him flying into the air. Another strikes a kree square in the chest, resulting in his organs being ruptured. The last one shoots a metallic cord from its palm. It pierced through the peacekeeper's face and out the back of his skull.

Aware that this is her chance the girl took off down the nearest avenue. In her panic to escape she tripped. Before she had time to recover a large shadow loomed over her. As she turns to see, her eyes widen in shock as a huge figure Eclipsed the sun. It was a spacecraft unlike any she had seen before. The shape reminisced of a head but more skull like in structure. On each side were four robotic tendrils that floated menacingly. While she laid there in complete awe a group of phalanx`s marches towards her. Their feet stomp the ground in unison in a militaristic fashion. She laid there, closing her eyes. there was no point in running, so she accepted her fate.

Just as the automatons were about to kill her, she heard laser fire. She turned open her eyes and saw what was taking place. Ronan the accuser swooped in on his flying platform arrives with his universal weapon, the symbol of all accusers. He comes down shooting beams from his hammer, nailing two of them. Ronan jumps off his platform and lands between the girl and the units. He swings the hammer with enough force to decapitate a Phalanx. As another gear, up for an attack, he spins his hammer to the smaller edge and swing in hitting the unit away and into a nearby wall. Then he lifted his hammer and brought it down on the ground, creating a powerful shockwave that knocks them away. He turns to the child.

"Are you alright young one?" He questioned with his booming voice.

"Yes. Yes, I am she said still in disbelief.

"Then come with me," Ronan picked her up and threw her over his shoulder. He placed his feet on the platform and they took off.

They saw as the ship hovers over their city. Suddenly a bright blue light engulfed the city and within seconds it vanished. The Ship soon took off leaving ruins of wreckage that occurred outside of the city. Ronan and the girl remained in complete shock at what had just transpired.

As soon as Carol entered the facility she was met with a barrage of laser fire. Like with all forms of energy her body absorbed it, as she advances inside the building unopposed. Carol hovered through the facility, firing photo blasts and killing all opposition in her path. She recalled the time Captain Mar-vell mentioned The Kree`s planetary defense weapon, a singularity cannon. He stated that it can wipe out an entire solar system. For a weapon of that magnitude, Carol only wonders how much power it took to run it.

Carol eventually found the source of the super weapon, a gigantic reactor fueled by some sort of power crystals. With curiosity fulfilled, she held her hands out absorbing the reactor's energy. A stream of purple energy exited the reactor and entered Carol`s body. Once she absorbed enough the room darkened. Then suddenly, it filled back up with a blinding light that engulfed her entire frame. Her green skin has transformed into a reddish orange hue. Her blonde hair now becomes a corona of cosmic flame. With access to her binary form, Carol can unleash the power of a white dwarf. This was possibly enough to take on Ultron head on if this was her fight in the first place.

Carol launched herself upwards, crashing through the ceiling. Once she cleared the meteor filled sky Carol blasted out huge surges of energy and zoomed up into the atmosphere destroying any automaton in her radius. The skies were darkening as she sped away from Hala.

Law enforcers and defense guards set up barriers outside the lifeboats docking bay. Their only method to hold back the invaders. Kree guardians cradling rifles stood between the civilians and the lifeboats.

"Remain calm and board the transport ships in an orderly fashion. There is room for everyone" one of the guardians announced to the crowd. "Women and children only! All able-bodied soldiers man the guns!"

The civilians weren't amused, they were on edge and feared for their lives. People were cutting in line trying their best to reach the front. This only led to more conflict and strife between one another. But they weren't about to fight one another only the people prevent them from leaving.

"That what they said about the last transport!" a civilian yelled.

"Yeah,"

"I'm getting on this ship on way or another,"

"That's enough!" came Ronan's voice from above. Everyone took a step back. Ronan made his way to the front of the line. Here takes this child he said. Handing the girl to one of the soldiers.

"Thank you, Ronan,"

He placed his hand on her head. Then he turned and mounted his platform. In hovered for a second before taking off.

Upon arriving at the main hall on the city`s outskirt. He took a moment to breathe. There were no more machines to fight. He glanced at the building standing before him. At least, it was still in one piece. Now it was time to see if the supreme intelligence was still alive.

Once he got in he closed the door behind him, preventing any automatons from entering. He felt the horror that consumed him when Kree-Lar vanished was still fresh in his mind. Ronan wondered if the supreme intelligence knew what was going on, he enters the supreme intelligence`s chambers.

"The ship it, Kree-Lar`s gone! Millions are-," Ronan was unable to complete his sentence.

"That's only the beginning," said the supreme intelligence as it informs the accuser of the situation. "This machine Ultron it destabilized the planet's core. Hale won't hold together much longer."

"There must be something you can do supreme intelligence," he asked. Not willing to give up on their world.

"There is," it affirmed. Then a spaceship emerges from a hidden platform. I need you to get me off this planet Ronan. At the present state of decay, I will suffer system death in less than two hours. In that time, the entire collective database of the Kree culture will be lost.

"No, I will not abandon my people," Ronan stated. He couldn't bear the thought of leaving his people to die.

"This isn't up for debate Ronan I'm going to download myself into your armor Ronan," It fired back.

"How your collective consciousness is too vast for one kree to possess. It will drive me into madness,"

"You are correct, but this situation is different I will be assisting you. Adjustments to your suit will be made for you to carry this burden," said the supreme intelligence, "Lastly you will only be carrying me to earth so it won't hurt you too much."

"Earth why earth out all places," he questioned. Memories of the earth based heroes quickly flashed through his mind. Anger and hate began to fester as he remembered the wrenched half skrull whore Carol Danvers, the one who allied with Skrulls and murdered the previous supreme intelligence. "Those earthers deserves oblivion."

"Your aggression is logically sound but they are the only known beings to defeat Ultron consecutively."

Ronan didn't have a counter argument. If they had any chance of victory he must ally himself with the humans. Seek your enemy`s foe and you'll find a friend said an old kree philosopher.

"So be it," He lets the supreme intelligence download itself into him. Ronan felt the power, it's so much that energy is literally flowing through him.

The sound of tearing metal can be heard as the drones break through the door. "Let us take our leave," it mutters as it urges Ronan to enter the ship.

As the ship begins to charge up, Ronan turns to see the robots flood into the room. Before they could attack the rocket takes off, flying them out of the facility towards the atmosphere. Once it enters space Ronan began to lament about the task he is undertaking. He stopped his train of thought the moment he spotted the life boats. They cruised a few kilometers away from his ship.

Their planet suddenly exploded behind them. Chunks of debris were scattered in the black void of space. One crashed against Ronan and others collided with the life boats, causing them to spin out of control. Soon their ship stops functioning and floated in space. Other Ultron ships began to approach the lifeboats.

There was nothing he could do for the victims no aid they could offer all he could do was to put his head down and pilot the ship. He had lost a lot this day, friend families and an entire world. Everything, except for the supreme intelligence. The star ship sped away into the depths of space leaving the grim scene of death and destruction farther and farther behind them.

As they are leaving kree controlled space, their rocket begins to catch up to Carol. He took a good look at the escaped criminal. His muscles tensed up as his anger started to boil over. She was the last thing he wanted to see escaping his planet. If the rocket had any weapons he would have shot her in a heartbeat.

Thanks to her sixth sense Carol was alerted to Ronan's presence. In one swift motion, she fired a blast of stellar light energy at Ronan's rocket.

With the supreme intelligence processing speed, he barrels rolls out of the way in time. But the energy wave still manages to damage the ships left wing. Throwing the rocket completely off course.

"Danvers!," he yelled as his ship veers off it intended route and away from the skrull heroine. "no!"

Although she couldn't hear him screaming Carol can still read his blue lips. To add insult to injury she stops fly for a brief second to flips him off.

 **A/N: And so, it begins. I originally thought about starting everything on earth but I could resist setting up Ultron`s forces as a threat. Plus, the captain marvel/Ronan dynamic was too good to pass up as well. As I work on the next chapter I want to know from you all do you guys like the format BrenRome wrote the fight scenes? yah or nay. I'm conflicted on which way to write them out.**


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